CUSIP No: 293306106
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. ____)*
ENGlobal
Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
293306106
(CUSIP Number)
June 2, 2021
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No: 293306106
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(1)
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NAMES OF REPORTING PERSONS
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CVI Investments, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
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(5)
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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(6)
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SHARED VOTING POWER **
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2,380,953
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OWNED BY
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EACH
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(7)
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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(8)
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SHARED DISPOSITIVE POWER **
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2,380,953
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,380,953
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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(12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc. is the investment manager
to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: 293306106
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(1)
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NAMES OF REPORTING PERSONS
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Heights Capital Management, Inc.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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(5)
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SOLE VOTING POWER
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SHARES
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0
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BENEFICIALLY
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(6)
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SHARED VOTING POWER **
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2,380,953
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OWNED BY
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EACH
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(7)
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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(8)
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SHARED DISPOSITIVE POWER **
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2,380,953
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,380,953
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.8%
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(12)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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** Heights Capital Management, Inc. is the investment manager
to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.
CUSIP No: 293306106
Item 1.
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(a)
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Name of Issuer
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ENGlobal Corporation (the “Company”)
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(b)
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Address of
Issuer’s Principal Executive Offices
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654 N. Sam Houston Pkwy E., Suite 400, Houston, TX 77060-5914
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Item
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2(a). Name of Person Filing
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This statement is filed by the entities listed below, who are collectively referred to herein as
“Reporting Persons,” with respect to the shares of common stock of the Company, $0.001 par value per share (the
“Shares”).
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(i)
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CVI Investments, Inc.
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(ii)
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Heights Capital Management, Inc.
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Item
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2(b). Address of Principal Business Office or, if none, Residence
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The address of the principal business office of CVI Investments, Inc.
is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital
Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California
94111
Citizenship is set forth in Row 4 of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item
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2(d) Title of Class of Securities
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Common stock, $0.001 par value per share
293306106
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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CUSIP No: 293306106
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ________________
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) – (c) is
set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each
such Reporting Person.
The Company’s Supplement No. 1 to the Prospectus Supplement
(to Prospectus dated March 19, 2021, Registration No. 333-252572), filed on June 4, 2021,
indicates there were 35,131,786 Shares outstanding as of the completion of the offering of the Shares referred to therein.
Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting
Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
CUSIP No: 293306106
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: ¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below each of the undersigned certifies
that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No: 293306106
SIGNATURES
After reasonable inquiry and to the best of
its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is
true, complete, and correct.
Dated: June 8, 2021
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CVI INVESTMENTS, INC.
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HEIGHTS CAPITAL MANAGEMENT, INC.
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By: Heights Capital Management, Inc.
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By:
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/s/ Brian Sopinsky
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pursuant to a
Limited Power of Attorney, a copy of which is attached as Exhibit I hereto
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Name:
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Brian Sopinsky
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Title:
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Secretary
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By:
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/s/ Brian Sopinsky
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Name:
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Brian Sopinsky
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Title:
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Secretary
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CUSIP No: 293306106
EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION
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I
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Limited Power of Attorney
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II
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Joint Filing Agreement
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CUSIP No: 293306106
Exhibit I
LIMITED POWER OF ATTORNEY
THIS LIMITED
POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc. (hereinafter called "the Company"), whose
Registered Office is situated at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
WHEREAS, by agreement dated July 16, 2015,
by and between the Company and Heights Capital Management, Inc., the Company expressly authorized Heights Capital Management, Inc.
to enter into transactions in certain designated areas as defined in the Discretionary Investment Management Agreement attached hereto
marked "Appendix l."
NOW THIS DEED WITNESSETH that William
Walmsley, Director of the Company, hereby appoints on behalf of the Company the firm of HEIGHTS CAPITAL MANAGEMENT, INC., which through
its officers, directors and employees is hereby formally granted limited power of attorney for the purpose of entering into transactions
on behalf and for the account of the Company; and to take all actions on behalf of the Company as may be necessary to consummate such
transactions, including but not limited to making, negotiating; signing, endorsing, executing, acknowledging and delivering in the name
of the Company all applications, contracts, agreements, notes, statements, certificates, proxies and any other instruments of whatever
kind and nature as may be necessary or proper in connection with the entering into of such transactions, instructing the transfer of funds
where necessary with respect to such transactions, and performing all of the services specified under the Discretionary Investment Management
Agreement with respect to such transactions.
IN WITNESS WHEREOF, the Company has caused this
Limited Power of Attorney to take effect on the day and year above written.
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By:
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/s/ William Walmsley
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William Walmsley, Director
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CUSIP No: 293306106
EXHIBIT II
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by
the undersigned of the shares of common stock of ENGlobal Corporation, $0.001 par value per share, is being filed, and all amendments
thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Dated as of June 8, 2021
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CVI INVESTMENTS, INC.
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HEIGHTS CAPITAL MANAGEMENT, INC.
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By: Heights Capital Management, Inc.
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By:
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/s/ Brian Sopinsky
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pursuant to a Limited Power of
Attorney
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Name: Brian Sopinsky
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Title: Secretary
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By:
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/s/ Brian Sopinsky
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Name: Brian Sopinsky
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